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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 31, 2000
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STUDENT ADVANTAGE, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-26173 04-3263743
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
280 SUMMER STREET, BOSTON, MA 02210
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 912-2000
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 31, 2000, Student Advantage, Inc. (the "Company") acquired
substantially all of the assets of CollegeClub.com, Inc. ("CollegeClub" ) and
two of its wholly-owned subsidiaries, CollegeStudent.com, Inc.
("CollegeStudent"), and Campus 24, Inc. ("Campus 24"), pursuant to the terms of
an Asset Purchase Agreement, dated as of August 21, 2000, by and among the
Company, CollegeClub, CollegeStudent and Campus 24, as amended by Amendment No.
1 to the Asset Purchase Agreement dated October 19, 2000 (the "Agreement"). The
aggregate consideration paid by the Company for the acquired assets was
approximately $6.68 million in cash and 1,324,761 shares of the Company's Common
Stock. The Company also assumed certain liabilities of CollegeClub. In addition,
pursuant to the terms of the Agreement, if certain web site revenue performance
goals are met during 2001, the Company will pay up to an additional $5.0 million
in cash to CollegeClub.
CollegeClub and certain of its affiliates filed for protection under
Chapter 11 of the Federal Bankruptcy Code on August 21, 2000. On October 20,
2000, the United States Bankruptcy Court for the Southern District of California
(the "Bankruptcy Court") entered an order approving the sale of substantially
all of the assets of CollegeClub, CollegeStudent and Campus 24 to the Company in
accordance with the terms of the Agreement.
On July 28, 2000, the Company also acquired certain assets of
eStudentLoan, LLC ("eStudentLoan"), a wholly-owned subsidiary of CollegeClub,
for approximately $910,000 in cash. The acquired assets included those related
to eStudentLoan's student loan search engine business. The Bankruptcy Court also
confirmed this sale in its October 20, 2000 order.
Prior to the acquisition of substantially all of its assets by the
Company, CollegeClub was an integrated communications and media internet company
that operated the CollegeClub.com web site. The Company purchased substantially
all of the assets of CollegeClub, CollegeStudent and Campus 24, including
without limitation, assets related to the CollegeClub.com and other web sites,
intellectual property, domain names, uniform resource locators, equipment,
leases and other agreements and property, and marketing and business development
contracts. The Company did not purchase the assets of CollegeClub related to its
Versity.com and Izio businesses. The Company currently intends to use the
acquired assets constituting plant, equipment or other physical property
primarily in connection with the operation of its network of web sites,
including the CollegeClub.com web site.
The terms of the Agreement were determined on the basis of arms-length
negotiations and were subjected to a bidding process administered by the
Bankruptcy Court. The Company paid the cash portion of the purchase price for
the acquired assets from the proceeds of the sale of its securities to At Home
Corporation and the John Hancock Small Cap Value Fund in a private placement.
Prior to the execution of the Agreement, neither the Company nor any of its
affiliates, any director or officer of the Company, nor any associate of any
such director or officer had any material relationship with CollegeClub,
CollegeStudent or Campus 24, other than in connection with the sale to the
Company of certain assets of eStudentLoan.
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ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of the Business Acquired.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Company to provide the financial information required by
this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial
information shall be filed by amendment to this Form 8-K no later than 60 days
after the date this Current Report is filed.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Company to provide the pro forma financial information
required by this item 7(a). In accordance with item 7(a)(4) of Form 8-K, such
pro forma financial information shall be filed by amendment to this Form 8-K no
later than 60 days after the date this Current Report is filed.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of August 21, 2000, by and
among Student Advantage, Inc., CollegeClub.com, Inc.,
CollegeStudent.com, Inc. and Campus 24, Inc.
2.2 Amendment No. 1 to the Asset Purchase Agreement, dated as of
October 19, 2000, by and among Student Advantage, Inc.,
CollegeClub.com, Inc., CollegeStudent.com, Inc. and
Campus 24, Inc.
2.3 Asset Purchase Agreement, dated as of July 28, 2000, by and
among Student Advantage, Inc., ESL Acquisition Co.,
eStudentLoan, LLC, collegestudent.com, Inc. and
CollegeClub.com, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STUDENT ADVANTAGE, INC.
Date: November 15, 2000 By: /s/ Kenneth S. Goldman
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Kenneth S. Goldman
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
2.1 Asset Purchase Agreement, dated as of August 21, 2000, by and among
Student Advantage, Inc., CollegeClub.com, Inc., CollegeStudent.com,
Inc. and Campus 24, Inc.
2.2 Amendment No. 1 to the Asset Purchase Agreement, dated as of October
19, 2000, by and among Student Advantage, Inc., CollegeClub.com, Inc.,
CollegeStudent.com, Inc. and Campus 24, Inc.
2.3 Asset Purchase Agreement, dated as of July 28, 2000, by and among
Student Advantage, Inc., ESL Acquisition Co., eStudentLoan, LLC,
CollegeStudent.com, Inc. and CollegeClub.com, Inc.
